EXHIBIT 31.2

                                 CERTIFICATIONS
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Susan E. Leaverton, certify that:

     1.     I have  reviewed  this  quarterly  report  on  Form  10-Q  of  Shore
            Bancshares, Inc.;

     2.     Based on my knowledge,  this  quarterly  report does not contain any
            untrue statement of a material fact or omit to state a material fact
            necessary to make the statement made, in light of the  circumstances
            under which such  statements  were made, not misleading with respect
            to the period covered by this quarterly report;

     3.     Based on my knowledge, the financial statements, and other financial
            information included in this quarterly report, fairly present in all
            material respects the financial condition, results of operations and
            cash flows of the  registrant as of, and for, the periods  presented
            in this quarterly report;

     4.     The registrant's other certifying officers and I are responsible for
            establishing and maintaining  disclosure controls and procedures (as
            defined in  Exchange  Act Rules  13a-15(e)  and  15d-15(e))  for the
            registrant and have:

            a.     Designed such disclosure  controls and procedures,  or caused
                   such disclosure  controls and procedures to be designed under
                   our supervision, to ensure that material information relating
                   to the registrant,  including its consolidated  subsidiaries,
                   is  made  known  to  us  by  others  within  those  entities,
                   particularly during the period in which this quarterly report
                   is being prepared; and

            b.     Evaluated the  effectiveness of the  registrant's  disclosure
                   controls  and  procedures  and  presented  in this  quarterly
                   report  our  conclusions   about  the  effectiveness  of  the
                   disclosure  controls  and  procedures,  as of the  end of the
                   period covered by this report based on such evaluation; and

            c.     Disclosed  in this  report  any  change  in the  registrant's
                   internal  control  over  financial  reporting  that  occurred
                   during the  registrant's  most  recent  fiscal  quarter  (the
                   registrant's  fourth fiscal  quarter in the case of an annual
                   report) that has materially affected, or is reasonably likely
                   to materially affect, the registrant's  internal control over
                   financial reporting; and

     5.     The  registrant's  other  certifying  officers and I have disclosed,
            based  on our  most  recent  evaluation  of  internal  control  over
            financial  reporting,  to the  registrant's  auditors  and the audit
            committee  of  the  registrant's  board  of  directors  (or  persons
            performing the equivalent functions):

            a.     All significant  deficiencies and material  weaknesses in the
                   design  or  operation  of  internal  control  over  financial
                   reporting which are reasonably likely to adversely affect the
                   registrant's ability to record, process, summarize and report
                   financial information; and

            b.     Any fraud, whether or not material,  that involves management
                   or  other  employees  who  have  a  significant  role  in the
                   registrant's internal control over financial reporting.



Date: August 9, 2004             By: /s/ Susan E. Leaverton
                                     ------------------------------------
                                     Susan E. Leaverton, CPA
                                     Treasurer and Principal Accounting Officer